The Escrow Agent. Notwithstanding anything herein to the contrary, the Escrow Agent shall promptly dispose of all or any part of the Escrow Fund as directed by a writing signed by the Escrow Representative and the Company. The reasonable fees and expenses of the Escrow Agent, including the fees and disbursements of its counsel, if any, in connection with its performance of this Agreement shall be paid from the income on the Escrow Fund and, if and to the extent not so paid, shall be borne by the Company. The Escrow Agent may decline to act and shall not be liable for failure to act if in doubt as to its duties under this Agreement. The Escrow Agent may act upon any instrument or signature believed by it to be genuine and may assume that any person purporting to give any notice or instruction hereunder, reasonably believed by it to be authorized, has been duly authorized to do so. The Escrow Agent's duties shall be determined only with reference to this Escrow Agreement and applicable laws, and the Escrow Agent is not charged with knowledge of or any duties or responsibilities in connection with any other document or agreement. The Escrow Agent shall have the right at any time to resign hereunder by giving written notice of its resignation to the parties hereto, at the addresses set forth herein or at such other address as the parties shall provide, at least thirty (30) business days prior to the date specified for such resignation to take effect. If the parties hereto do not designate a successor escrow agent within said thirty (30) business days, the Escrow Agent may appoint a successor escrow agent. Upon the effective date of such resignation, all cash and other payments and all other property then held by the Escrow Agent hereunder shall be delivered by it to such successor escrow agent or as otherwise shall be designated in writing by the parties hereto. In the event that the Escrow Agent should at any time be confronted with inconsistent or conflicting claims or demands by the parties hereto, the Escrow Agent shall have the right to interplead said parties in any court of competent jurisdiction and request that such court determine such respective rights of the parties with respect to this Escrow Agreement, and upon doing so, the Escrow Agent shall be released from any obligations or liability to either party as a consequence of any such claims or demands. The Escrow Agent may execute any of its powers or responsibilities hereunder and exercise any rights hereunder, either directly or by or through its agents or attorneys. The Escrow Agent shall not be responsible for and shall not be under a duty to examine into or pass upon the validity, binding effect, execution or sufficiency of this Escrow Agreement or of any agreement amendatory or supplemental hereto.
Appears in 1 contract
Samples: Supply Agreement (C P Clare Corp)
The Escrow Agent. Notwithstanding anything herein to the contrary, the Escrow Agent shall promptly dispose of all or any part of the Escrow Fund as directed by a writing signed by the Escrow Representative and the CompanyBuyer. The reasonable fees and expenses of the Escrow Agent, including legal fees incurred in connection with the preparation of this Agreement and including the fees and disbursements of its counsel, if any, in connection with its performance of this Agreement shall be paid from the income on the Escrow Fund and, if and to the extent not so paid, shall be borne equally by the CompanyHolders and Buyer. The Escrow Agent shall be entitled to reimbursement on demand for all expenses incurred in connection with the administration of this Agreement or the escrow created hereby which are in excess of its compensation for normal services hereunder, including without limitation, payment of any legal fees and expenses incurred by the Escrow Agent in connection with resolution of any dispute hereunder. The Escrow Agent, its directors, officers and employees shall not be liable for any act or omission to act under this Escrow Agreement except for its own gross negligence or willful misconduct. The Escrow Agent shall not be liable for, and Buyer, the Company and the Holders shall jointly and severally indemnify the Escrow Agent against, any losses or claims arising out of or any action taken or omitted in good faith hereunder and upon the advice of counsel, including in-house counsel. The Escrow Agent may decline to act and shall not be liable for failure to act if in doubt as to its duties under this Agreement. The Escrow Agent may act upon any instrument or signature believed by it to be genuine and shall have no responsibility for determining the accuracy thereof, and may assume that any person purporting to give any notice or instruction hereunder, reasonably believed by it to be authorized, has been duly authorized to do so. The Escrow Agent's duties shall be determined only with reference to this Escrow Agreement and applicable laws, and the Escrow Agent is not charged with knowledge of or any duties or responsibilities in connection with any other document or agreement. The Escrow Agent shall have , including the right at any time to resign hereunder by giving written notice of its resignation to the parties hereto, at the addresses set forth herein or at such other address as the parties shall provide, at least thirty (30) business days prior to the date specified for such resignation to take effect. If the parties hereto do not designate a successor escrow agent within said thirty (30) business days, the Escrow Agent may appoint a successor escrow agent. Upon the effective date of such resignation, all cash and other payments and all other property then held by the Escrow Agent hereunder shall be delivered by it to such successor escrow agent or as otherwise shall be designated in writing by the parties hereto. In the event that the Escrow Agent should at any time be confronted with inconsistent or conflicting claims or demands by the parties hereto, the Escrow Agent shall have the right to interplead said parties in any court of competent jurisdiction and request that such court determine such respective rights of the parties with respect to this Escrow Stock Purchase Agreement, and upon doing so, the Escrow Agent shall be released from any obligations or liability to either party as a consequence of any such claims or demands. The Escrow Agent may execute any of its powers or responsibilities hereunder and exercise any rights hereunder, either directly or by or through its agents or attorneys. The Escrow Agent shall not be responsible obligated to take any legal or other action hereunder which might in its judgment involve any expense or liability unless it shall have been furnished with acceptable indemnification. In no event shall the Escrow Agent be liable for indirect, punitive, special or consequential damages. Buyer, the Company and shall not the Holders jointly and severally, agree to assume any and all obligations imposed now or hereafter by any applicable tax law with respect to the payment of Escrow Funds under this Agreement, and to indemnify and hold the Escrow Agent harmless from and against any taxes, additions for late payment, interest, penalties and other expenses, that may be assessed against the Escrow Agent in any such payment or other activities under a duty this Agreement. Buyer, the Company and the Holders undertake to examine into instruct the Escrow Agent in writing with respect to the Escrow Agent's responsibility for withholding and other taxes, assessments or pass upon other governmental charges, certifications and governmental reporting in connection with its acting as Escrow Agent under this Agreement. Buyer, the validityCompany and the Holders, binding effectjointly and severally, execution or sufficiency of this agree to indemnify and hold the Escrow Agreement or of any agreement amendatory or supplemental hereto.Agent harmless from any
Appears in 1 contract
The Escrow Agent. 6.1 Notwithstanding anything herein to the contrary, the Escrow Agent shall promptly dispose of all or any part of the Escrow Fund Shares/Escrow Funds as directed by a writing jointly signed by the Escrow DSA Representative and the Company. SM&A. The reasonable fees and expenses of the Escrow Agent, including Agent (as set forth on the fees and disbursements of its counsel, if any, fee schedule attached hereto as Schedule 3) in connection with its performance of this Agreement shall be paid from the income on borne by SM&A. The Escrow Agent shall not be liable for any act or omission to act under this Agreement, including any and all claims made against the Escrow Fund andAgent as a result of its holding the Escrow Shares/Escrow Funds in its own name, if except for its own gross negligence or willful misconduct. The Escrow Agent shall not be liable for, and the Shareholders (only to the extent not so paidof their proportionate share of the Escrow Shares/Escrow Funds) and SM&A shall jointly and severally indemnify the Escrow Agent against, shall be borne by any losses or claims (including reasonable out-of-pocket expenses) arising out of, any action taken or omitted in good faith hereunder or upon the Companyadvice of counsel. The Escrow Agent may decline to act and shall not be liable for failure to act if in doubt as to its duties under this Agreement. The Escrow Agent may act upon any instrument or signature believed by it to be genuine and may assume that any person purporting to give any notice or instruction hereunder, reasonably believed by it to be authorized, has been duly authorized to do so. The Escrow Agent's duties shall be determined only with reference to this Escrow Agreement and applicable laws, and the Escrow Agent is not charged with knowledge of or any duties or responsibilities in connection with any other document or agreement. , including, but not limited to, the Merger Agreement.
6.2 The Escrow Agent shall have the right at any time to resign hereunder by giving written notice of its resignation to the parties hereto, at the addresses set forth herein or at such other address as the parties shall provide, at least thirty (30) business 30 days prior to the date specified for such resignation to take effect. If In such event SM&A and the parties hereto do not designate DSA Representative shall by agreement appoint a successor escrow agent within said thirty (30) business 30 days; if SM&A and the DSA Representative do not agree upon the selection of a successor escrow agent within such period, the Escrow Agent may appoint a successor escrow agent. Upon the effective date of such resignation, all cash the Escrow Shares and other payments and the Escrow Funds, together with all other property then held by the Escrow Agent hereunder hereunder, shall be delivered by it to such successor escrow agent or as otherwise shall be designated in writing by SM&A and the parties hereto. DSA Representative.
6.3 In the event that the Escrow Agent should at any time be confronted with inconsistent or conflicting claims or demands by the parties hereto, the Escrow Agent shall have the right to interplead said parties in any court of competent jurisdiction and request that such court determine such the respective rights of the such parties with respect to this Escrow AgreementAgreement and, and upon doing so, the Escrow Agent shall be released from any obligations or liability to either party as a consequence of any such claims or demands. The reasonable fees and costs incurred by the Escrow Agent in interpleading said parties shall be borne equally by SM&A and the Shareholders as a group.
6.4 The Escrow Agent may execute any of its powers or responsibilities hereunder and exercise any rights hereunder, either directly or by or through its agents or attorneys. The Escrow Agent shall not be responsible for and shall not be under a duty to examine examine, inquire into or pass upon the validity, binding effect, execution or sufficiency of this Escrow Agreement or of any agreement amendatory amendment or supplemental supplement hereto.
Appears in 1 contract
Samples: Escrow Agreement (Sm&a Corp)
The Escrow Agent. 6.1 Notwithstanding anything herein to the contrary, the Escrow Agent shall promptly dispose of all or any part of the Escrow Fund Funds as directed by a writing jointly signed by the Escrow Representative SM&A and the CompanyShareholder Representative. The reasonable fees and expenses of the Escrow Agent, including Agent (as set forth on the fees and disbursements of its counsel, if any, fee schedule attached hereto as Schedule 6.1) in connection with its performance of ------------ this Agreement shall be paid from the income on borne by SM&A. The Escrow Agent shall not be liable for any act or omission to act under this Agreement, including any and all claims made against the Escrow Fund andAgent as a result of its holding the Escrow Funds in its own name, if except for its own negligence or willful misconduct, and SM&A and the Shareholders shall jointly and severally indemnify, defend and hold harmless Escrow Agent and its affiliates, agents, employees, contractors, successors and assigns from and against any and all claims, damages, demands, liens, claims of lien, losses, actions or liability of any kind or nature whatsoever, which Escrow Agent may sustain, incur or be subjected to or which may be imposed on Escrow Agent including, without limitation, reasonable attorneys' fees and litigation costs, to the extent not so paidthey arise out of or are connected with this Escrow Agreement, unless arising from the negligence or willful misconduct of Escrow Agent. The provisions of this indemnification shall be borne by survive the Companytermination of this Escrow Agreement. The Escrow Agent may decline to act and shall not be liable for failure to act if in doubt as to its duties under this Agreement. The Escrow Agent may act upon any instrument or signature believed by it to be genuine and may assume that any person purporting to give any notice or instruction hereunder, reasonably believed by it to be authorized, has been duly authorized to do so. The Escrow Agent's duties shall be determined only with reference to this Escrow Agreement and applicable laws, and the Escrow Agent is not charged with knowledge of or any duties or responsibilities in connection with any other document or agreement, including, but not limited to, the Purchase Agreement. In the event of a dispute arising out of or in connection with this Escrow Agreement involving the Escrow Agent, all legal representation required to defend the Escrow Agent shall be provided at the joint and several expense of SM&A and the Shareholders.
6.2 The Escrow Agent shall have the right at any time to resign hereunder by giving written notice of its resignation to the parties hereto, at the addresses set forth herein or at such other address as the parties shall provide, at least thirty (30) business 30 days prior to the date specified for such resignation to take effect. If In addition, the Escrow Agent shall have the right to resign hereunder immediately by written notice to the parties hereto do if the fees of Escrow Agent are not designate paid when due. In such event, SM&A and the Shareholder Representative shall by agreement appoint a successor escrow agent within said thirty (30) business 30 days; if SM&A and the Shareholder Representative do not agree upon the selection of a successor escrow agent within such period, the Escrow Agent may appoint a successor escrow agent. Upon the effective date of such resignation, all cash and other payments and the Escrow Funds together with all other property property, if any, then held by the Escrow Agent hereunder hereunder, shall be delivered by it to deposited with such successor escrow agent or as otherwise shall be designated in writing by SM&A and the Shareholder Representative. In addition, the Escrow Agent shall have the right to resign hereunder immediately by written notice to the parties heretohereto if the fees and expenses of Escrow Agent (as set forth on the fee schedule attached hereto as Schedule 6.1) are not paid ------------ when due. The other parties hereto reserve the right to remove the Escrow Agent by joint written notice at any time; provided that such notice is given to the Escrow Agent at least thirty (30) days prior to the effectiveness of such removal.
6.3 In the event that the Escrow Agent should at any time be confronted with inconsistent or conflicting claims or demands by the parties hereto, the Escrow Agent shall have the right to interplead said parties in any court of competent jurisdiction and request that such court determine such the respective rights of the such parties with respect to this Escrow AgreementAgreement and, and upon doing so, the Escrow Agent shall be released from any obligations or liability to either party as a consequence of any such claims or demands. The reasonable fees and costs incurred by the Escrow Agent in interpleading said parties shall be borne equally by SM&A and the Shareholders as a group.
6.4 The Escrow Agent may execute any of its powers or responsibilities hereunder and exercise any rights hereunder, either directly or by or through its agents or attorneys. The Escrow Agent shall not be responsible for and shall not be under a duty to examine examine, inquire into or pass upon the validity, binding effect, execution or sufficiency of this Escrow Agreement or of any agreement amendatory amendment or supplemental supplement hereto.
Appears in 1 contract
Samples: Escrow Agreement (Sm&a Corp)
The Escrow Agent. Notwithstanding anything herein To induce the Escrow Agent to act hereunder, it is further agreed by Buyer and Seller that:
(a) The Escrow Agent shall not be under any duty to give the contraryEscrowed Property held by it hereunder any greater degree of care than it gives its own similar property and shall not be required to invest any Escrowed Property held hereunder except as directed in this Agreement. Uninvested Escrowed Property held hereunder shall not earn or accrue interest.
(b) This Agreement expressly sets forth all the duties of the Escrow Agent with respect to any and all matters pertinent hereto. No implied duties or obligations shall be read into
(c) The Escrow Agent shall not be liable, except for its own gross negligence or willful misconduct and, except with respect to claims based upon such gross negligence or willful misconduct that are successfully asserted against the Escrow Agent, Buyer and Seller shall jointly and severally indemnify and hold harmless the Escrow Agent (and any successor escrow agent) from and against any and all losses, liabilities, claims, actions, damages and expenses, including reasonable attorneys' fees and disbursements, arising out of and in connection with this Agreement. Without limiting the foregoing, the Escrow Agent shall promptly dispose in no event be liable in connection with its investment or reinvestment of all any cash held by it hereunder in good faith, in accordance with the terms hereof, including without limitation, any liability for any delays (not resulting from its gross negligence or willful misconduct) in the investment or reinvestment of the Escrowed Property or any part loss of interest incident to any such delays. This Section 10(c) shall survive notwithstanding any termination of this Agreement or the Escrow Fund as directed by a writing signed by the Escrow Representative and the Company. The reasonable fees and expenses resignation of the Escrow Agent, including the fees and disbursements of its counsel, if any, in connection with its performance of this Agreement shall be paid from the income on the Escrow Fund and, if and to the extent not so paid, shall be borne by the Company. .
(d) The Escrow Agent may decline shall be entitled to act and shall not be liable for failure rely in good faith upon any order, judgment, certification, demand, notice, instrument or other writing delivered to act if in doubt as it hereunder without being required to its duties under this Agreementdetermine the authenticity or the correctness of any fact stated therein or the propriety or validity or the service thereof. The Escrow Agent may act in reliance upon any instrument or signature believed by it in good faith to be genuine and may assume that any person purporting to give receipt or advice or make any notice statement or instruction hereunder, reasonably believed by it to be authorized, execute any document in connection with the provisions hereof has been duly authorized to do so.
(e) The Escrow Agent may act pursuant to the advice of counsel with respect to any matter relating to this Agreement and shall not be liable for any action taken or omitted in good faith in accordance with such advice.
(f) The Escrow Agent does not have any interest in the Escrowed Property deposited hereunder but is serving as escrow holder only and having only possession thereof. Seller shall pay or reimburse the Escrow Agent upon request for any transfer taxes or other taxes relating to the Escrowed Property incurred in connection herewith and shall indemnify and hold harmless the Escrow Agent from any amounts that it is obligated to pay in the way of such taxes. Any payments of income from the Escrow Account shall be subject to withholding regulations then in force with respect to United States taxes. It is understood that the Escrow Agent shall be responsible for income reporting only with respect to income earned on investment of the Escrowed Property and is not responsible for any other reporting. This Section 10(f) shall survive notwithstanding any termination of this Agreement or the resignation of the Escrow Agent.
(g) The Escrow Agent makes no representation as to the validity, value, genuineness or the collectability of any security or other document or instrument held by or delivered to it.
(h) The Escrow Agent shall not be called upon to advise any party as to the wisdom in selling or retaining or taking or refraining from any action with respect to any securities or other property deposited hereunder.
(i) The Escrow Agent (and any successor escrow agent) may at any time resign as such by delivering the Escrowed Property to any successor escrow agent jointly designated by the other parties hereto in writing or to any court of competent jurisdiction, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with this Agreement. The resignation of the Escrow Agent will take effect on the earlier of (the "RESIGNATION DATE"): (i) the appointment of a successor (including a court of competent jurisdiction) or (ii) the date which is 30 days after the date of delivery of its written notice of resignation to the other parties hereto. Upon the appointment of a successor escrow agent, such successor escrow agent shall deliver written notice to Buyer and Seller on the appointment of such successor escrow agent. If at the Resignation Date the Escrow Agent has not received a designation of a successor escrow agent, the Escrow Agent's duties sole responsibility after the Resignation Date shall be determined only to safekeep the Escrowed Property until receipt of a designation of successor escrow agent or a joint written disposition instruction by the other parties hereto or a Final Determination.
(j) The Escrow Agent shall have no responsibility for the contents of any writing of any third party contemplated herein as a means to resolve disputes and may rely without any liability upon the contents thereof.
(k) In the event of any disagreement between Buyer and Seller resulting in adverse claims or demands being made in connection with reference to this Escrow Agreement and applicable lawsthe Escrowed Property, and or in the event that the Escrow Agent in good faith is not charged in doubt as to what action it should take hereunder, the Escrow Agent shall be entitled to retain the Escrowed Property until the Escrow Agent shall have received (i) a Final Determination (accompanied by the opinion of counsel referred to in Section 3) directing delivery of the Escrowed Property or (ii) a written agreement executed by Buyer and Seller directing delivery of the Escrowed Property, in which event the Escrow Agent shall disburse the Escrowed Property in accordance with knowledge of or any duties or responsibilities in connection with any other document such Final Determination or agreement. The Escrow Agent shall have the right at any time to resign hereunder by giving written notice act on such Final Determination or agreement without further question.
(l) The compensation of its resignation to the parties hereto, at the addresses set forth herein or at such other address as the parties shall provide, at least thirty (30) business days prior to the date specified for such resignation to take effect. If the parties hereto do not designate a successor escrow agent within said thirty (30) business days, the Escrow Agent may appoint a successor escrow agent. Upon (as payment in full) for the effective date of such resignation, all cash and other payments and all other property then held services to be rendered by the Escrow Agent hereunder shall be delivered the amount of $250 paid by it to such successor escrow agent Seller at the time of execution of this Agreement and $ annually thereafter, together with reimbursement for all reasonable expenses, disbursements and advances incurred or as otherwise shall be designated in writing made by the parties hereto. In the event that the Escrow Agent should at in performance of its duties hereunder (including reasonable fees, expenses and disbursements of its counsel) not to exceed $1,000 absent any time be confronted with inconsistent litigation or conflicting claims or demands by the parties hereto, other dispute arising under this Agreement. All fees and expenses of the Escrow Agent hereunder shall have be paid by Seller. Any fees or expenses of the right Escrow Agent or its counsel which are not paid as provided for herein may be taken from any property held by the Escrow Agent hereunder. The Escrow Agent's fee may be adjusted from time to interplead said parties time to conform to its then current guidelines.
(m) No prospectuses, press releases, reports and promotional material, or other similar materials which mention in any court language the Escrow Agent's name or the rights, powers, or duties of competent jurisdiction and request that such court determine such respective rights of the parties with respect to this Escrow Agreement, and upon doing so, the Escrow Agent shall be released from any obligations issued by the other parties hereto or liability to either party as a consequence of any on such claims or demands. The Escrow Agent may execute any of its powers or responsibilities hereunder and exercise any rights hereunder, either directly or by or through its agents or attorneys. The parties' behalf unless the Escrow Agent shall not be responsible first have given its specific written consent thereto.
(n) The other parties hereto authorize the Escrow Agent, for and shall not be under a duty any securities held hereunder, to examine into or pass upon use the validity, binding effect, execution or sufficiency of this Escrow Agreement or services of any agreement amendatory or supplemental hereto.United States central securities depository it deems appropriate,
Appears in 1 contract
The Escrow Agent. 6.1 Notwithstanding anything herein to the contrary, the Escrow Agent shall promptly dispose of all or any part of the Escrow Fund Shares/Escrow Funds as directed by a writing jointly signed by the Escrow SAC Representative and the Company. SM&A. The reasonable fees and expenses of the Escrow Agent, including Agent (as set forth on the fees and disbursements of its counsel, if any, fee schedule attached hereto as SCHEDULE 3) in connection with its performance of this Agreement shall be paid from the income on borne by SM&A. The Escrow Agent shall not be liable for any act or omission to act under this Agreement, including any and all claims made against the Escrow Fund andAgent as a result of its holding the Escrow Shares/Escrow Funds in its own name, if except for its own gross negligence or willful misconduct. The Escrow Agent shall not be liable for, and the Shareholders (only to the extent not so paidof their proportionate share of the Escrow Shares/Escrow Funds) and SM&A shall jointly and severally indemnify the Escrow Agent against, shall be borne by any losses or claims (including reasonable out-of-pocket expenses) arising out of, any action taken or omitted in good faith hereunder or upon the Companyadvice of counsel. The Escrow Agent may decline to act and shall not be liable for failure to act if in doubt as to its duties under this Agreement. The Escrow Agent may act upon any instrument or signature believed by it to be genuine and may assume that any person purporting to give any notice or instruction hereunder, reasonably believed by it to be authorized, has been duly authorized to do so. The Escrow Agent's duties shall be determined only with reference to this Escrow Agreement and applicable laws, and the Escrow Agent is not charged with knowledge of or any duties or responsibilities in connection with any other document or agreement. , including, but not limited to, the Merger Agreement.
6.2 The Escrow Agent shall have the right at any time to resign hereunder by giving written notice of its resignation to the parties hereto, at the addresses set forth herein or at such other address as the parties shall provide, at least thirty (30) business 30 days prior to the date specified for such resignation to take effect. If In such event SM&A and the parties hereto do not designate SAC Representative shall by agreement appoint a successor escrow agent within said thirty (30) business 30 days; if SM&A and the SAC Representative do not agree upon the selection of a successor escrow agent within such period, the Escrow Agent may appoint a successor escrow agent. Upon the effective date of such resignation, the Escrow Shares together with all cash and other payments and all other property then held by the Escrow Agent hereunder shall be delivered by it to such successor escrow agent or as otherwise shall be designated in writing by SM&A and the parties hereto. SAC Representative.
6.3 In the event that the Escrow Agent should at any time be confronted with inconsistent or conflicting claims or demands by the parties hereto, the Escrow Agent shall have the right to interplead said parties in any court of competent jurisdiction and request that such court determine such the respective rights of the such parties with respect to this Escrow AgreementAgreement and, and upon doing so, the Escrow Agent shall be released from any obligations or liability to either party as a consequence of any such claims or demands. The reasonable fees and costs incurred by the Escrow Agent in interpleading said parties shall be borne equally by SM&A and the Shareholders as a group.
6.4 The Escrow Agent may execute any of its powers or responsibilities hereunder and exercise any rights hereunder, either directly or by or through its agents or attorneys. The Escrow Agent shall not be responsible for and shall not be under a duty to examine examine, inquire into or pass upon the validity, binding effect, execution or sufficiency of this Escrow Agreement or of any agreement amendatory amendment or supplemental supplement hereto.
Appears in 1 contract
Samples: Escrow Agreement (Sm&a Corp)
The Escrow Agent. 6.1 Notwithstanding anything herein to the contrary, the Escrow Agent shall promptly dispose of all or any part of the Escrow Fund Shares/Escrow Funds as directed by a writing jointly signed by the Escrow SAC Representative and the Company. SM&A. The reasonable fees and expenses of the Escrow Agent, including Agent (as set forth on the fees and disbursements of its counsel, if any, fee schedule attached hereto as Schedule 3) in connection with its performance of this Agreement shall be paid from the income on borne by SM&A. The Escrow Agent shall not be liable for any act or omission to act under this Agreement, including any and all claims made against the Escrow Fund andAgent as a result of its holding the Escrow Shares/Escrow Funds in its own name, if except for its own gross negligence or willful misconduct. The Escrow Agent shall not be liable for, and the Shareholders (only to the extent not so paidof their proportionate share of the Escrow Shares/Escrow Funds) and SM&A shall jointly and severally indemnify the Escrow Agent against, shall be borne by any losses or claims (including reasonable out-of-pocket expenses) arising out of, any action taken or omitted in good faith hereunder or upon the Companyadvice of counsel. The Escrow Agent may decline to act and shall not be liable for failure to act if in doubt as to its duties under this Agreement. The Escrow Agent may act upon any instrument or signature believed by it to be genuine and may assume that any person purporting to give any notice or instruction hereunder, reasonably believed by it to be authorized, has been duly authorized to do so. The Escrow Agent's duties shall be determined only with reference to this Escrow Agreement and applicable laws, and the Escrow Agent is not charged with knowledge of or any duties or responsibilities in connection with any other document or agreement. , including, but not limited to, the Merger Agreement.
6.2 The Escrow Agent shall have the right at any time to resign hereunder by giving written notice of its resignation to the parties hereto, at the addresses set forth herein or at such other address as the parties shall provide, at least thirty (30) business 30 days prior to the date specified for such resignation to take effect. If In such event SM&A and the parties hereto do not designate SAC Representative shall by agreement appoint a successor escrow agent within said thirty (30) business 30 days; if SM&A and the SAC Representative do not agree upon the selection of a successor escrow agent within such period, the Escrow Agent may appoint a successor escrow agent. Upon the effective date of such resignation, the Escrow Shares together with all cash and other payments and all other property then held by the Escrow Agent hereunder shall be delivered by it to such successor escrow agent or as otherwise shall be designated in writing by SM&A and the parties hereto. SAC Representative.
6.3 In the event that the Escrow Agent should at any time be confronted with inconsistent or conflicting claims or demands by the parties hereto, the Escrow Agent shall have the right to interplead said parties in any court of competent jurisdiction and request that such court determine such the respective rights of the such parties with respect to this Escrow AgreementAgreement and, and upon doing so, the Escrow Agent shall be released from any obligations or liability to either party as a consequence of any such claims or demands. The reasonable fees and costs incurred by the Escrow Agent in interpleading said parties shall be borne equally by SM&A and the Shareholders as a group.
6.4 The Escrow Agent may execute any of its powers or responsibilities hereunder and exercise any rights hereunder, either directly or by or through its agents or attorneys. The Escrow Agent shall not be responsible for and shall not be under a duty to examine examine, inquire into or pass upon the validity, binding effect, execution or sufficiency of this Escrow Agreement or of any agreement amendatory amendment or supplemental supplement hereto.
Appears in 1 contract
Samples: Escrow Agreement (Sm&a Corp)
